ITEM 7.01. REGULATION FD DISCLOSURE.
In connection with commencing discussions with potential investors in the
proposed AAdvantage Financing (as defined below), American Airlines Group Inc.
(the "Company") is making available certain information about AAdvantage Loyalty
IP Ltd., a newly formed Cayman Islands exempted company incorporated with
limited liability and an indirect wholly owned subsidiary of American Airlines,
Inc. ("American"), excerpts of which are attached to this report as Exhibit
99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section and shall not be deemed incorporated
by reference into any registration statement or other document filed pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), except as shall
be expressly set forth by specific reference in such filing.
ITEM 8.01. OTHER EVENTS.
On March 8, 2021, the Company issued a press release announcing that American
and AAdvantage Loyalty IP Ltd. intend to commence a private offering of
$2,500,000,000 senior secured notes due 2026 and $2,500,000,000 senior secured
notes due 2029 (collectively, the "Notes") and to enter into a $2,500,000,000
senior secured term loan credit facility (the "New AAdvantage Term Loan
Facility" and together with the offering of the Notes, the "AAdvantage
Financing") concurrent with the closing of the offering of the Notes. The Notes
and New AAdvantage Term Loan Facility will be secured on a pari passu senior
basis by a first-priority security interest in American's AAdvantage program,
including American's rights under certain related agreements, intellectual
property and other collateral related to the AAdvantage program. There can be no
assurance that this financing will be completed on the terms and conditions
described in the press release or at all.
As required by Rule 135c under the Securities Act of 1933, as amended, a copy of
the Company's press release is filed as Exhibit 99.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
99.1 Excerpts from AAdvantage Presentation.
99.2 Press Release, dated March 8, 2021.
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements contained or referred to herein, including those
regarding the proposed offering of the Notes and New AAdvantage Term Loan
Facility, should be considered forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by words such as "may," "will," "expect," "intend,"
"anticipate," "believe," "estimate," "plan," "project," "could," "should,"
"would," "continue," "seek," "target," "guidance," "outlook," "if current trends
continue," "optimistic," "forecast" and other similar words. Such statements
include, but are not limited to, statements about the Company's plans,
objectives, expectations, intentions, estimates and strategies for the future,
and other statements that are not historical facts. These forward-looking
statements are based on the Company's current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that
may cause actual results and financial position and timing of certain events to
differ materially from the information in the forward-looking statements. These
risks and uncertainties include, but are not limited to, those set forth herein
as well as in American Airlines Group Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 (especially in Part I, Item 1A. Risk Factors
and Part II, Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations), and other risks and uncertainties listed from time
to time in the Company's other filings with the Securities and Exchange
Commission. In particular, the consequences of the coronavirus outbreak to
economic conditions and the travel industry in general and the financial
position and operating results of the Company in particular have been material,
are changing rapidly, and cannot be predicted. Additionally, there may be other
factors of which the Company is not currently aware that may affect matters
discussed in the forward-looking statements and may also cause actual results to
differ materially from those discussed. The Company does not assume any
obligation to publicly update or supplement any forward-looking statement to
reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements other than as required by law. Any
forward-looking statements speak only as of the date hereof or as of the dates
indicated in the statement.
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